UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
Amendment No. 1

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT: (DATE OF EARLIEST EVENT REPORTED): JULY 15, 2004

COMMISSION FILE NO.: 000-50541

DRAGON GOLD RESOURCES, INC.
---------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEVADA 88-0507007
- ------------------------------- ---------------------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)

REGENTS PLACE, 338 EUSTON ROAD, LONDON, UNITED KINGDOM NW1 3BT
----------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

44-207-416-4920
-------------------------
(ISSUER TELEPHONE NUMBER)

This Amended 8-K is being filed to take into account the audited
financial statements of Dragon Mineral Holdings Inc. as well as to reflect a
change in control of the Registrant and add additional Risk Factors.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On July 15, 2004, the Registrant acquired 100% of the issued and
outstanding common stock of Dragon Minerals Holdings Inc., an International
Business Company incorporated under the laws of the British Virgin Islands
("Dragon"), in exchange for 16,500,000 newly issued shares of the Registrant's
common stock pursuant to an Exchange Agreement whereby Dragon became a
wholly-owned subsidiary of the Registrant (the "Exchange"). At the closing of
the Exchange, there were 66,896,794 issued and outstanding shares of the
Registrant following the issuance to the Dragon shareholder.

Subsequent to the Exchange, the Registrant entered into an agreement with
Gregory Corcoran whereby the Registrant transferred certain assets held
immediately prior to the Exchange, and the Registrant's then existing
liabilities related thereto, to Gregory Corcoran, the Registrant's former
President and Chief Executive Officer, in consideration for $1,000. The
Registrant is transferring the following assets to Mr. Corcoran: the tangible
assets excluding cash and the intangible assets including i) the right to the
name "Folix Technologies, Inc."; ii) the right to operate the business of
developing a Linux based application server and thin client system; and iii) any
contracts, agreements, rights or other intangible property, owned by the
Registrant immediately prior to the Exchange (collectively referred to as the
"Assets"). The Registrant also transferred the liabilities that relate to the
Assets to Mr. Corcoran.

The Registrant is a holding company for Dragon which in turn holds all of
the common stock of Dragon Minerals Inc., an International Business Company
incorporated under the laws of the British Virgin Islands ("Dragon Minerals").
The term "Company" as used in this report includes Dragon and Dragon Minerals
unless specifically stated otherwise. The business operations discussed herein
are those contemplated by the Company.

BUSINESS DEVELOPMENT

Dragon Minerals Holdings, Inc. was incorporated on February 25, 2004 as an
international business company incorporated under the laws of the British Virgin
Islands. Dragon owns 100% of the common stock of Dragon Minerals, Inc. On July
15, 2004, the Registrant acquired 100% of the issued and outstanding common
stock of Dragon, as discussed above. The Company is headquartered in London,
UK. The Company intends to engage in gold exploration and development
activities in the Southern Shaanxi Province of China ("Shaanxi").

DESCRIPTION OF THE PRINCIPAL PRODUCTS AND SERVICES

The Company does not currently offer any products or services. The Company
has signed two letters of intent (the "Letters of Intent") to enter into joint
ventures for gold exploration and potential development on a choice of
properties located in Shaanxi, discussed in more detail below. The Letters of
Intent anticipate that the Company will contribute cash to the joint
ventures. The other parties to the joint ventures would contribute permits
for exploration and development on an aggregate of up to thirteen (13)
properties (the "Permits"). The Company anticipates forming a separate joint
venture for each property the Company decides to develop. The government of
China owns the properties to which the Permits relate. The Permits grant the
right to the mineral resources found below the surface of the properties.

The Letters of Intent contemplate two phases of activities: the exploration
phase and the development phase. The development phase is contingent on, and
will not proceed unless there are, positive results from the exploration phase.
At this time, the Company has not entered into any joint ventures, contributed
any cash to any joint ventures, or selected any properties for gold exploration
and potential development. However, during the last fiscal year the Company
raised $100,000 from a SB-2 Registration Statement which was declared effective
December 19, 2003. Additionally, on August 30, 2004, the Company sold 400,000
shares of common stock for $200,000. There can be no assurance that these funds
will be able to sustain our business operations until more money is be raised,
provided that we will raise any additional funds at all.

MARKET OVERVIEW

Most multi-metallic and gold deposits in the Shaanxi Province of China are
located in the Qinling Mountain belt and surrounding regions. The gold deposits
can be divided into three (3) gold provinces: Xiao Qinling, Qinling and Southern
Shaanxi gold provinces. The Xiao Qinling gold province is currently the second
largest gold producing area in China. The Qinling gold province is west of the
Xiao Qinling gold province. Explorers unrelated to the Company have recently
discovered gold deposits in the Qinling gold province. The Company has entered
into two (2) agreements whereby the Company will enter into joint ventures for
the exploration and development of up to thirteen (13) properties.

One (1) of the properties covered by the agreements to enter into joint
ventures is located within the Xiao Qinling gold province. Seven (7) of the
properties are located within the Qinling gold province. Four (4) of the
properties are located within the Southern Shaanxi gold province. A fifth (5th)
property is also located within the Southern Shaanxi gold province, but more
specifically, in an area called Chuan-Shaan-Gan gold triangular zone.

COMPETITIVE BUSINESS CONDITIONS

The gold exploration and development industry in the Southern Shaanxi
Province of China is very competitive with well established companies that have
more experience and resources than the Company. These companies are generally
better able to compete than the Company.

COPYRIGHTS, PATENTS, TRADEMARKS & LICENSES

The Company does not have any copyrights, patents, trademarks, license or
other types of intellectual property.

NEED FOR GOVERNMENTAL APPROVAL AND THE EFFECTS OF REGULATIONS

The Bureau and Northwest are local government departments that have
exploration permits from the Chinese government regarding the properties subject
to the Letters of Intent and have also carried out previous exploratory work on
the properties. The Permits grant the right to the mineral resources found below
the surface of the properties. Actual exploration and development on the
property will require additional governmental permits such as certain
environmental permits.

RESEARCH & DEVELOPMENT OVER THE PAST TWO YEARS

The Company has not conducted any research and development activities since
inception. The Company does not have plans to conduct any research and
development during the next twelve months. The Company does however intend to
conduct exploration and development activities on up to thirteen (13) properties
in Shaanxi during the next twelve months.

EMPLOYEES

The Company does not currently have any employees on either a part-time or
full-time basis. The Company intends to use consultants and other forms of
contract or outsourced labor during the next twelve months.

DESCRIPTION OF PROPERTY

The Company has entered into two Letters of Intent whereby the Company
would enter into joint ventures for the exploration and development of up to
thirteen (13) properties in Shaanxi (the "Shaanxi Property"). Pursuant to
one Letter of Intent, the Company would enter into Sino-Foreign cooperative
joint venture companies with the Bureau of Geology and Mineral Exploration &
Development of Shaanxi Province (the "Bureau") for the exploration and
development of up to twelve (12) properties. Pursuant to the other Letter of
Intent, the Company would enter into a Sino-Foreign cooperative joint venture
company with Northwest Geology and Exploration Bureau for Nonferrous Metals
("Northwest") for exploration and development of one (1) property. Pursuant to
the Letters of Intent, the Company would contribute cash to the joint ventures.
The other parties to the joint ventures would contribute the Permits and their
previous exploratory finding for up to thirteen (13) properties (listed below)
on which the Company intends to conduct gold exploration and potential
development activities.

The Company has not completed any work on any of the properties or otherwise
confirmed the rock formations thereon. Any work done on the properties will be
exploratory in nature.

Permits to be contributed by the Bureau
- --------------------------------------------

Shaliangzi Silver - Gold Multi-Metallic Ore Deposits. This property is
located in the Qinling gold province. It is accessible by roads or country
highways. Previous work on the property consisted of a geological and ore
deposit survey. The Company's understanding based on the previous work is that
exposed rocks include marble and metamorphosed sandstone in the north and
phyllite, metamorphosed sandstone, and biotite-plagionite rocks in the south.

Xunyang Huijiagou Gold Deposit. This property is located in the Southern
Shaanxi gold province. It is accessible by country roads. Geologically it is
situated in the subsidence center of the Shan-za-xun basin. Previous work on the
property consisted of geochemical prospecting, ore deposit survey, surface
trenching and shallow aditting. The Company's understanding based on the
previous work is that Upper Devonian clastic rocks and carbonates are the rocks
that are mainly exposed.

Xunyang Xiaohe Gold Deposit. This property is located in the Southern
Shaanxi gold province. It is accessible by county roads. Geologically it is
situated in the subsidence center of the Shan-za-xun basin. Previous work on the
property consisted of geochemical prospecting, surface trenching and limited
drilling. The Company's understanding based on the previous work is that there
are middle Devonian silty phylites with occurrence of gold mineralization.

Wangjiaping - Xinchang Copper Ore Deposit. This property is located in the
Southern Shaanxi gold province. It is located tectonically in the
Chuan-Shaan-Gan triangular zone, within Guanping-Yangpingguan brittle-ductile
deformation zone. It is accessible by country highways. Previous work on the
property consisted of drilling, aditting, trenching, comprehensive geophysical
prospecting and geochemical prospecting. The Company's understanding based on
the previous work is that the exposed rocks are marine volcanic sedimentary
rocks with an intrusion of quartz diorite.

Anjiaqi Gold Deposit. This property is located in the Qinling gold
province. It is accessible by state highway. Previous work on the property
consisted of a geological survey, identification of geological structures,
characteristics of rock and minerals and dressing and recovery. The Company does
not have information regarding the rock formations on this property regarding
the rock formations.

Shuimoping Silver - Arsenic Ore Deposit. This property is located in the
Qinling gold province. It is accessible by highway. Previous work on the
property consisted of a regional survey, geological mapping and geochemical
prospecting in major mineralization zones, and preliminary trenching and
aditting. The Company's understanding based on the previous work is that the
exposed rocks include Carboniferous slate and Devonia slate and limestone.

Yinpan Silver - Stibium Ore Deposit. This property is located in the
Qinling gold province. The property has an area of 15 square kilometers. It is
accessible by unpaved road. Previous work done on the property consisted of
systematic, geochemical and geological measurements, cumulative aditting and
trenching. The Changping - Yakou fault passes through the ore district. The
Company's understanding based on this previous work is that to the north of the
fault Devonian and Triassic carcalcous classtic rocks are mainly exposed, and
that to the south, middle - upper Silurian meta-classtic rocks are mainly
exposed. Granites intrude the area and various type veins occur.

Aigaogou Gold Ore Deposit. This property is located in the Qinling gold
province. It is accessible by highway. Previous work done on the property
consisted of trenching in which a 12 kilometer long, 10 to 500 meter wide
gold-bearing zone was discovered, limited aditting and small scale heap leaching
on surface gold ores. The Company's understanding based on the previous work is
that the major gold-bearing rocks are breccia.

Huangbaiyuan Gold Deposit. This property is located in the Qinling gold
province. It is accessible by highways. The ore district is situated in the
middle part of Southern Qinling gold mineralization belt. Previous work done on
the property consisted of a regional geological survey, geochemical prospecting
and trenching and aditting in mineralization zones. The Company's understanding
based on the previous work is that the exposed rocks are Devonian breccia and
carbonates.

Yingchanggou - Gumugou Multi-metallic Ore Deposit. This property is
located in the Southern Shaanxi gold province. The property has an area of 160
square kilometers. It is accessible by four roads. It is situated in the
eastern part of the Qinling Lead, Zinc, Silver, Mercury, and Stibium
mineralization belt. Previous work done on the property consisted of testing and
verification of anomalies and local survey and explorations. The Company's
understanding based on the previous work is that the exposed rocks include
breccia and limestone.

Huangjinmei Gold Ore Deposit. This property is located in the Qinling gold
province. It is accessible by road. Previous work done on the property
consisted of a district survey, identification of geological structures,
characteristics of rocks and minerals, and ore dressing and recovery. The
Company does not have any information on this property regarding the rock
formations.

Taiyu Gold Deposit. This property is located in the Xiao Qinling gold
province. It is accessible by a simple road. The ore district is situated at
the southern wing of Dayueping - Jingluoban anticline. Previous work done on
the property consisted of local surface trenching. It is the Company's
understanding based on the previous work that acidic granites commonly occur on
the property, and that faults are the major ore control structures.

Permit to be contributed by Northwest
- ------------------------------------------

Shiquan Yangpinwuan Gold Ore Deposit. This property is located in
Yangpinwan, Shiquan County, Southern Shaanxi gold Province. Previous work done
on the property consisted of trenching. The Company's understanding based on
the previous work is that ore bodies occur in carbonaceous silicilites and
meta-clastic rocks.

The Company has not currently entered into any definitive agreements or
joint ventures. The Company is in continued negotiations with the Bureau and
Northwest regarding contributions of the properties and the Company's
contribution of cash. Currently, the joint ventures have not been formed, the
Company has not raised or contributed any cash, none of the properties have been
contributed, and there is no program of exploration and development. The
Company will be required to contribute cash to the joint ventures on a
continuing basis, however, the amount of continued capital commitment required
by the Company is not known at this time.

LEGAL PROCEEDINGS

The Company currently is not a party to any material legal proceedings and, to
the Company's knowledge, no such proceedings are threatened or contemplated.

RISK FACTORS

Risks Related to Our Business

LETTERS OF INTENT. The Company has entered into two (2) letters of intent
whereby the Company will enter into joint ventures for the exploration and
development of up to thirteen (13) properties in Shaanxi. Pursuant to one letter
of intent, the Company will enter into Sino-Foreign cooperative joint venture
companies with the Bureau for the exploration and development of up to twelve
(12) properties. Pursuant to the other letter of intent, the Company will
enter into a Sino-Foreign cooperative joint venture company with Northwest for
exploration and development of one (1) property. Pursuant to the letters of
intent, the Company will contribute cash to the joint ventures. The other
parties to the joint ventures will contribute up to thirteen (13) properties on
which the gold exploration and potential development will be conducted. The
Company has not currently entered into any definitive agreements or joint
ventures. The Company is in continued negotiations with the other parties to
the letters of intent regarding contributions of the properties and the
Company's contribution of cash. Currently, the joint ventures have not been
formed, the Company has not contributed any cash, none of the properties
have been contributed, and there is no program of exploration and
development. There can be no assurance that the Company will enter into any
definitive agreements or joint ventures, or that the Company will make any
cash contributions or that other parties to the letters of intent will
contribute any property. In the event that any of the foregoing events do
not occur, the Company's business will fail.

NEED FOR ADDITIONAL FINANCING. The Company will be required to contribute
cash to the joint ventures on a continuing basis, however, the exact amount of
continued capital commitment required by the Company is not known at this time.
The Company believes it can continue for approximately six (6) months if no
additional financing is raised, and will require approximately $140,000 of
additional financing to continue administrative activities for the next twelve
(12) months, which does not include any additional amounts which will be
required for exploration activities. The Company does not have any commitments
or identified sources of capital from third parties or from the Company's
officers, directors or majority shareholders. There is no assurance that
financing will be available on favorable terms, if at all. If the Company
is unable to raise such financing, it will not be able to enter into the joint
ventures or continue business operations and its business will fail.

TITLE TO THE PROPERTIES. The government of China owns the land on which
the Company intends to conduct exploration and development through a joint
venture with the Bureau and a joint venture with Northwest. The Bureau and
Northwest are local government departments. They have permits that give them
the right to the mineral resources found under the surface of the properties.
Pursuant to the letters of intent, the Bureau and Northwest will contribute
Permits for up to an aggregate of thirteen (13) properties and the Company will
contribute cash to the joint venture. The Company has not currently entered
into any definitive agreements or joint ventures. The Company is in continued
negotiations with the Bureau and Northwest regarding contributions of the
properties and the Company's contribution of cash. Currently, the joint
ventures have not been formed, the Company has not raised or contributed any
cash, none of the properties have been contributed, and there is no program of
exploration and development. If the Company, the Bureau or Northwest do not
make the contributions contemplated under the letters of intent, the Company
will not have any rights with respect to the properties.

RELIANCE ON KEY MANAGEMENT. The Company's success depends upon the
personal efforts and abilities of Johannes Petersen, a Director of the
Company and the Company's Chief Executive Officer and President, and
Xiaojun ("Albert") Cui, a Director of the Company. The Company's ability to
operate and implement its business plan is heavily dependent on the continued
service of Messrs. Petersen and Cui, and the Company's ability to attract,
retain and motivate qualified consultants and other outsourced labor,
particularly in the area of gold exploration and development. The Company faces
aggressive and continued competition for such personnel, qualified consultants
and other outsourced labor. The Company cannot be certain that it will be able
to attract, retain and motivate such personnel, qualified consultants and other
outsourced labor. The loss of Mr. Petersen or Mr. Cui, or the Company's
inability attract, retain and motivate such personnel, qualified consultants and
other outsourced labor would have a material adverse effect on the Company's
business and operations.

BECAUSE MR. TSAKOK OWNS 22.6% OF THE COMPANY'S OUTSTANDING COMMON STOCK, HE
WILL EXERCISE SIGNIFICANT CONTROL OVER CORPORATE DECISIONS THAT MAY BE ADVERSE
TO OTHER MINORITY SHAREHOLDERS. Raoul Tsakok beneficially owns 22.6% of the
issued and outstanding shares of the Company's common stock. Accordingly, he
will exercise significant control in determining the outcome of all
corporate transactions or other matters including mergers, consolidations and
the sale of all or substantially all of our assets, and also the power to
prevent or cause a change in control. The interest of Mr. Tsakok may differ
from the interests of the other stockholders and thus result in corporate
decisions that are adverse to other shareholders.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO WHETHER OUR COMPANY CAN
CONTINUE AS A GOING CONCERN. Our Company is in its early development stage,
as the Company does not currently offer any products or services and planned
principal activities have not begun. We have not generated any revenues since
inception and have incurred substantial losses. These factors among others
indicate that the Company may be unable to continue as a going concern,
particularly in the event that it cannot generate sufficient cash flow to
conduct its operations and/or obtain additional sources of capital and
financing.

RISKS RELATED TO OUR COMMON STOCK

IF THERE'S A MARKET FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE VOLATILE.
If there is a market for our common stock, we anticipate that such market will
be subject to wide fluctuations in response to several factors, including, but
not limited to:

(1) actual or anticipated variations in our results of operations;
(2) our ability or inability to generate new revenues;
(3) the number of shares in our public float;
(4) increased competition; and
(5) conditions and trends in the gold exploration, development and
production industry.

Furthermore, because our common stock is traded on the NASD over the
counter bulletin board, our stock price may be impacted by factors that are
unrelated or disproportionate to our operating performance. These market
fluctuations, as well as general economic, political and market conditions,
such as recessions, interest rates or international currency fluctuations may
adversely affect the market price of our common stock.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On July 15, 2004, the Registrant issued 16,500,000 restricted shares
of the Registrant's common stock pursuant to the Exchange. The Company claims
an exemption from registration afforded by Section 4(2) of the Act since the
foregoing issuances did not involve a public offering, the recipients had access
to information that would be included in a registration statement, took the
shares for investment and not resale and the Company took appropriate measures
to restrict transfer.

On August 30, 2004, the Registrant issued 400,000 restricted shares of the
Registrant's common stock in a transaction that was not registered under the
Securities Act of 1933 to an entity unrelated to the Registrant in exchange
for $200,000. The Company claims an exemption from registration afforded
by Section 4(2) of the Act since the foregoing issuance did not involve a public
offering, the recipient had access to information that would be included
in a registration statement, took the shares for investment and not resale
and the Company took appropriate measures to restrict transfer. The Company
also claims an exemption from registration afforded by Regulation S under
the Act.

ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT

On July 15, 2004, the Registrant entered into the Exchange with Dragon as
discussed above under "Item 2.01 Acquisition or Disposition of Assets." On
September 6th, 2004, Gregory Corcoran, a former director and the former Chief
Executive Officer of the Registrant, sold an aggregate of 11,600,000 shares
of the Registrant's common stock for an aggregate purchase price of $154,800
to seven individuals and one entity. Johannes Petersen, a director and the
Chief Executive Officer of the Registrant, purchased 1,000,000 of these shares
of common stock from Mr. Corcoran. On that same date, Mr. Corcoran agreed to
cancel 16,400,000 shares of the Registrant's common stock. Mr. Corcoran has
since cancelled his shares of the Registrant's common stock. Prior to his
cancellation, Mr. Corcoran owned 41.6% of the Registrant's common stock and
together with Raoul Tsakok, who owned 17.1% at the time, exercised control
over the Registrant. The Registrant currently has 50,896,794 shares of common
stock outstanding.

As a result of the above transactions, the following individual will exercise
significant influence over the Registrant:

Name No. of Shares Percentage
---- --------------- ----------
Raoul Tsakok 11,500,000 22.6%

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

(b) On July 15, 2004, Gregory Corcoran resigned as a Director and as President,
Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer of the
Registrant.

(c) On July 15, 2004, the Registrant's Board of Directors appointed Johannes
Petersen as the President, Chief Executive Officer, Secretary, Treasurer
and Chief Financial Officer of the Registrant.

(d) On July 15, 2004, Gregory Corcoran, acting as the sole Director of the
Registrant, increased the number of directors from one to three. On July 15,
2004, the Registrant's Board of Directors appointed Johannes Petersen and
Xiaojun ("Albert") Cui to fill vacancies created thereon.

Item 8.01 Other Events.

Effective June 14, 2004, the Registrant changed its name to Dragon Gold
Resources, Inc., affected a 7:1 forward stock split, increased the amount of
authorized shares to Five Hundred Million (500,000,000) shares of common stock,
and reauthorized the par value of $.001 per share of common stock. Approximately
50,396,794 shares of common stock were outstanding following the forward stock
split. As a result of the name change, the Registrant's common stock trades
under the new stock symbol "DRGO."

On July 15, 2004, Gregory Corcoran, acting as the sole Director of the
Registrant, increased the number of directors from one to three. On July 15,
2004, the Registrant's Board of Directors appointed Johannes Petersen and
Xiaojun ("Albert") Cui to fill vacancies created thereon.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Dragon Minerals Holdings Inc. included in this
filing.

Dragon Minerals Holdings Inc.
(An Exploration Stage Company)

Index

Independent Auditors' Report F-1

Consolidated Balance Sheets F-2

Consolidated Statements of Operations F-3

Consolidated Statements of Cash Flows F-4

Consolidated Statement of Stockholders' Equity F-5

Notes to the Consolidated Financial Statements F-6

MANNING ELLIOTT
CHARTERED ACCOUNTANTS

11th floor, 1050 West Pender Street, Vancouver, BC, Canada V6E 3S7
Phone: 604.714.3600 Fax 604.714.3669 Web:manningelliott.com

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors
of Dragon Minerals Holdings Inc.
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Dragon Minerals
Holdings Inc. (An Exploration Stage Company) as of July 15, 2004 and March 31,
2004 and the related consolidated statements of operations, cash flows and
stockholders' equity for the periods from February 25, 2004 (Date of Inception)
to July 15, 2004 and March 31, 2004 and the period from April 1, 2004 to July
15, 2004. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of Dragon Minerals
Holdings Inc. (An Exploration Stage Company), as of July 15, 2004 and March 31,
2004, and the results of its operations and its cash flows for the periods from
February 25, 2004 (Date of Inception) to July 15, 2004 and March 31, 2004 and
the period from April 1, 2004 to July 15, 2004, in conformity with accounting
principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has incurred operating losses
since inception. The Company has a working capital deficiency and has not
generated any revenue since inception. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also discussed in Note 1. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ "Manning Elliott"

CHARTERED ACCOUNTANTS
Vancouver, Canada
October 28, 2004

F-1

Dragon Minerals Holdings Inc.
(An Exploration Stage Company)
Consolidated Balance Sheets
(expressed in U.S. dollars)

July 15, March 31,
2004 2004
$ $
Assets

Total Assets - -
=================================================================================================================

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities

Accounts payable 5,344 787
Accrued liabilities 2,000 -
- -----------------------------------------------------------------------------------------------------------------
Total Current Liabilities 7,344 -
- -----------------------------------------------------------------------------------------------------------------
Commitments (Notes 1and 5)

Stockholders' Equity (Deficit)

Common Stock, 100 common shares authorized with a par value
of $1.00, 100 common shares issued and outstanding 100 100

Donated Capital (Note 4) 2,486 2,486

Deficit Accumulated During the Exploration Stage (9,930) (3,373)
- -----------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity (Deficit) (7,344) (787)
- -----------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity (Deficit) - -
=================================================================================================================

F-2

(The accompanying notes are an integral part of these consolidated financial
statements)

Dragon Mineral Holdings Inc.
(An Exploration Stage Company)
Consolidated Statements of Operations
(expressed in U.S. dollars)

Accumulated From For the Accumulated From
February 25, 2004 Period From February 25, 2004
(Date of Inception) April 1, 2004 (Date of Inception)
to July 15, to July 15, to March 31,
2004 2004 2004
$ $ $

Revenue - - -
- ---------------------------------------------------------------------------------------------

Expenses

Foreign exchange loss 128 128 -
Professional fees 7,216 6,429 787
Filing and regulatory fees 2,586 - 2,586
- ---------------------------------------------------------------------------------------------
9,930 6,557 3,373
- ---------------------------------------------------------------------------------------------
Net Loss for the Period (9,930) (6,557) (3,373)

Net Loss Per Share - Basic and Diluted (99.30) (65.57) (33.73)
- ---------------------------------------------------------------------------------------------

Weighted Average Shares Outstanding 100 100 100
- ---------------------------------------------------------------------------------------------

F-3

(The accompanying notes are an integral part of these consolidated financial
statements)

Dragon Minerals Holdings Inc.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(expressed in U.S. dollars)

From For the From
February 25, 2004 Period From February 25, 2004
(Date of Inception) April 1, 2004 (Date of Inception)
to July 15, to July 15, to March 31,
2004 2004 2004
$ $ $

Cash Flows to Operating Activities

Net loss for the period (9,930) (6,557) (3,373)

Adjustments to reconcile net loss to net cash:

Donated expenses 2,486 - 2,486
Expenses settled with issuance of stock 100 - 100

Change in operating assets and liabilities:

Increase in accounts payable and accrued
liabilities 7,344 6,557 787
- ---------------------------------------------------------------------------------------------------------
Net Cash Provided by Operating Activities - - -
- ---------------------------------------------------------------------------------------------------------

Increase in cash - - -

Cash - beginning of period - - -
- ---------------------------------------------------------------------------------------------------------
Cash - end of period - - -
- ---------------------------------------------------------------------------------------------------------

Non-Cash Financing Activities

Common stock issued for payment of expenses 100 - 100

Supplemental Disclosures

Interest paid - - -
Income tax paid - - -

F-4

(The accompanying notes are an integral part of these consolidated financial
statements)

Dragon Minerals Holdings Inc.
(An Exploration Stage Company)
Consolidated Statement of Stockholders' Equity
From February 25, 2004 (Date of Inception) to July 15, 2004
(expressed in U.S. dollars)

Deficit
Accumulated
During the
Donated Development
Shares Amount Capital Stage Total
# $ $ $ $

Balance - February 25, 2004 (Date of Inception) - - - - -

Common stock issued for expenses 100 100 - - 100

Donated capital - - 2,486 - 2,486

Net loss for the period - - - (3,373) (3,373)
- ---------------------------------------------------------------------------------------------------------------------

Balance - March 31, 2004 100 100 2,486 (3,373) (787)

Net loss for the period - - - (6,557) (6,557)
- ----------------------------------------------------------------------------------------------------------------------
Balance - July 15, 2004 100 100 2,486 (9,930) (7,344)
======================================================================================================================

F-5

(The accompanying notes are an integral part of these consolidated financial
statements)

Dragon Minerals Holdings Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
July 15, 2004
(expressed in U.S. dollars)

1. Exploration Stage Company

Dragon Minerals Holdings Inc. (the "Company") was incorporated on February 25,
2004 under the laws of the British Virgin Islands. The Company owns 100% of the
issued and outstanding common shares of Dragon Minerals Inc. (the "Subsidiary")
a company incorporated under the laws of the British Virgin Islands, whose
principal business is the exploration and development of gold properties located
in China.

The Company is an Exploration Stage Company, as defined by Statement of
Financial Accounting Standard ("SFAS") No.7. The Company's principal business is
the acquisition and exploration of mineral resources. The Company has not
presently determined whether its properties contain mineral reserves that are
economically recoverable.

These financial statements have been prepared on a going concern basis, which
implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has never generated
revenues since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations and to determine the
existence, discovery and successful exploitation of economically recoverable
reserves in its resource properties, confirmation of the Company's interests in
the underlying properties, and the attainment of profitable operations. As at
July 15, 2004, the Company has working capital deficiency of $7,344 and has
accumulated losses of $9,930 since inception. These financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. These factors raise
substantial doubt regarding the Company's ability to continue as a going
concern.

On July 15, 2004, Dragon Gold Resources, Inc, a Nevada corporation listed on the
OTC Bulletin Board under the trading symbol DRGO.OB, acquired 100% of the issued
and outstanding common shares of the Company.

2. Summary of Significant Accounting Policies

(a) Basis of Presentation

The Company has not produced any revenues from its principal business
and is an Exploration Stage Company as defined by Statement of
Financial Accounting Standard ("SFAS") No. 7.

(b) Principles of Consolidation

These financial statements include the accounts of the Company and its
wholly-owned subsidiary, Dragon Minerals Inc., a private British
Virgin Islands company. All intercompany transactions and balances
have been eliminated.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the periods. Actual results
could differ from those estimates.

(d) Fiscal Year

The Company's fiscal year end is March 31.

(e) Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.

F-6

Dragon Minerals Holdings Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
July 15, 2004
(expressed in U.S. dollars)

2. Summary of Significant Accounting Policies (continued)

(f) Foreign Currency Translation

The Company's functional and reporting currency is the United States
dollar. Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rate prevailing at the
balance sheet date. Gains and losses arising on translation or
settlement of foreign currency denominated transactions or balances
are included in the determination of income. Foreign currency
transactions are primarily undertaken in Canadian dollars. The Company
has not, to the date of these financials statements, entered into
derivative instruments to offset the impact of foreign currency
fluctuations.

(g) Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with
SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires
presentation of both basic and diluted earnings per share (EPS) on the
face of the income statement. Basic EPS is computed by dividing net
income (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period including stock options, using
the treasury stock method, and convertible preferred stock, using the
if-converted method. In computing Diluted EPS, the average stock price
for the period is used in determining the number of shares assumed to
be purchased from the exercise of stock options or warrants. Diluted
EPS excludes all dilutive potential shares if their effect is anti
dilutive.

(h) Financial Instruments

Financial instruments which include accounts payable and accrued
liabilities were estimated to approximate their carrying values due to
the immediate or short-term maturity of these financial instruments.
The Company's operations are in China and virtually all of its
liabilities are giving rise to significant exposure to market risks
from changes in foreign currency rates. The financial risk is the risk
to the Company's operations that arise from fluctuations in foreign
exchange rates and the degree of volatility of these rates. Currently,
the Company does not use derivative instruments to reduce its exposure
to foreign currency risk.

(i) Comprehensive Loss

SFAS No. 130, "Reporting Comprehensive Income," establishes standards
for the reporting and display of comprehensive loss and its components
in the financial statements. As of July 15, 2004 the Company has no
items that represent comprehensive loss and, therefore, has not
included a schedule of comprehensive loss in the financial statements.

(j) Mineral Property Costs

The Company has been in the exploration stage since its formation on
February 25, 2004 and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and
exploration of mining properties. Mineral property acquisition and
exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs
incurred to develop such property, are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life
of the probable reserve

F-7

Dragon Minerals Holdings Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
July 15, 2004
(expressed in U.S. dollars)

2. Summary of Significant Accounting Policies (continued)

(k) Income Taxes
Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company has
adopted SFAS No. 109 "Accounting for Income Taxes" as of its
inception. Pursuant to SFAS No. 109 the Company is required to compute
tax asset benefits for net operating losses carried forward. Potential
benefit of net operating losses have not been recognized in these
financial statements because the Company has generated minimal
operations since inception, there are no significant tax loss
carry-forwards, and the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward in
future years.

(l) Recent Accounting Pronouncements

In December 2003, the United States Securities and Exchange Commission
issued Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB
104), which supersedes SAB 101, "Revenue Recognition in Financial
Statements." The primary purpose of SAB 104 is to rescind accounting
guidance contained in SAB 101 related to multiple element revenue
arrangements, which was superseded as a result of the issuance of EITF
00-21, "Accounting for Revenue Arrangements with Multiple
Deliverables." While the wording of SAB 104 has changed to reflect the
issuance of EITF 00-21, the revenue recognition principles of SAB 101
remain largely unchanged by the issuance of SAB 104. The adoption of
SAB 104 did not have a material impact on the Company's financial
statements.

3. Common Shares

On February 25, 2004, the Company issued 100 shares of common stock to the sole
shareholder in consideration for payment of $100 in legal fees on behalf of the
Company.

4. Related Party Transactions

The sole shareholder of the Company paid legal expenses on behalf of the Company
and its wholly-owned Subsidiary in the amount of $2,486. The shareholder has
forgiven reimbursement of this amount, which has been recorded as donated
capital.

5. Mineral Property Agreements

(a) On February 24, 2004, the Subsidiary entered into a Letter of Intent
with the Bureau of Geology and Mineral Exploration & Development of
Shaanxi Province ("Bureau") in China to form Sino-Foreign
cooperative joint venture companies for the exploration and
development of up to twelve properties (the "Permits") located in the
Southern Shaanxi Province. Pursuant to the Letter of Intent, the
Company would contribute cash to the joint venture and the Bureau
would contribute the Permits and their previous exploratory findings.

(b) On March 1, 2004, the Subsidiary entered into a Letter of Intent with
the Northwest Geology and Exploration Bureau for Nonferrous Metals
Party ("Party") in China to form a Sino-Foreign cooperative joint
venture company for the exploration and development of a
property (the "Permit") located in Southern Shaanxi Province. Pursuant
to the Letter of Intent, the Company would contribute cash to the
joint venture and the Party would contribute the Permit and their
previous exploratory findings.

F-8

(b) Pro Forma Financial Information was filed as an exhibit to our Form 10-QSB
filed on November 15, 2004, and is incorporated by reference herein.

2.1(1) Exchange Agreement

(1) Filed as an exhibit to our Form 8-K filed on July 30, 2004.

SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dragon Gold Resources, Inc.

November 16, 2004

/s/ Johannes Petersen
- -----------------------
Johannes Petersen
Chief Executive Officer